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There are major draft bills pending approval and publication in the Official Gazette of the State (BOE) that affect companies, remarkably:

  • Draft bill of the Code of Commerce and the Corporate Enterprises Act providing for significant modifications: it allows for removing from the bylaws the shareholders’ exit right due to non-distribution of dividends. However, it will extend the scope of application of exit rights to a group’s dominant entity regarding the consolidated profit and loss statement. Also, the draft bill extends the obligation to prepare non-financial statements to companies of a certain size, regardless if they are public-interest companies.
  • Draft bill on Real Estate Loans → regulating significant aspects of real estate loans granted to individuals, including the code of conduct applicable to lenders and certain rules affecting early maturity clauses, default interest and expenses and commissions provided in these agreements. For example, under the draft bill, the borrower will pay the appraisal fee, and the lender will pay the management expenses. Also, the lender will bear the notary fees, and any copies of the deed will be paid by the requesting parties. The lender will pay the land registry fee, and tax payments will be subject to the applicable rules and regulations. Over the last months, these aspects were controversial and stirred debate because of various differing rulings.
  • Draft bill of theLocal Finance Act (Ley de Haciendas Locales)→ in response to the Constitutional Court ruling on the Tax on the increase of land value. The draft bill provides that land purchases involving land that has not increased its value will be non-taxable, allowing the taxable person to declare the purchase as non-taxable.
  • In the Region of Madrid, note the draft bill on Regional Tax Measures. It significantly modifies the Personal Income Tax (PIC) and the Inheritance and Gift Tax (IGT). Remarkably, the draft bill provides for cuts in inheritance and gifts between siblings and in uncle/aunt-nephew/niece relationships.


Subject to EU law, Spain must transpose several EU directives covering various sectors. The following will be key transpositions during 2019:

    • Draft bill of the Insurance Distribution Actimplementing Directive (EU) 2016/97 of the European Parliament and of the Council, of 20 January 2016, on insurance distribution. Among other aspects, it will regulate insurance distributors’ remuneration.
    • Draft bill of theCopyright Act → implementing EU Directives 2014/26, of 26 February 2014 and 2017/1564, of 13 September 2017. There is a controversial and debated aspect: cessation of activities declared as copyright infringements can take place without a warrant.
    • Draft bill of the Trade Secrets Act → pending approval next year. It will implement Directive (EU) 2016/943 of the European Parliament and of the Council, of 8 June 2016, on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure. It affects all companies, and, among other aspects, it (i) defines trade secret violations and (ii) regulates the application and calculation of damages.
    • Draft bill amending the Consumer Protection Act and other laws →implementing Directive (EU) 2015/2302 of the European Parliament and of the Council, of 25 November 2015, on package travel and linked travel arrangements. It defines significant concepts such as traveler, related trips and penalties.

Also, note all royal decree-laws pending validation and processing as draft bills. See, for example, Royal Decree-Law 20/2018, of December 7, on urgent measures to boost the economic competitiveness of the trade and industry sectors in Spain and Royal Decree-Law 21/2018, of December 14, on urgent measures in housing and rental.

Author: Ana Belén Álvarez Fernández – Knowledge and Innovation Group (ACI)

This post is also available in: Español


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Blog de Cuatrecasas, uno de los referentes en la abogacía de negocios en España y Portugal. Representamos a algunas de las principales empresas cotizadas de ambos países y asesoramos a nuestros clientes en operaciones estratégicas, así como a inversores extranjeros interesados en el mercado ibérico